DISC THREE:

1. Mellow Down Easy – Little Walter
(Willie Dixon, Hoochie Coochie Music, adm. by Bug, BMI)
Recorded October 5, 1954
Little Walter (vocal-harmonica)
Robert lockwood, probably Luther Tucker (guitar)
Willie Dixon (bass)
Fred Below (drums)
Originally Checker 805

By the time Walter cut this Willie Dixon-penned track the Aces had parted company with the volatile young musician, though they would individually continue to record with him from time to time. Walter's rough-edged personality made him less than popular with his fellow musicians. Willie Dixon: "Well, hell, he was drunk so much and even when he was sober, he just didn't get along so well with anybody. You know, everybody loved Muddy – Muddy was that kind of a guy. But Walter was always scrapping with somebody or other." Like "Blues With A Feeling," this song became one of the highlights of the 1965 debut album of The Paul Butterfield Blues Band.

2. My Eyes (Keep Me In Trouble) – Muddy Waters
(Hap Walker, Arc Music Corp., BMI)
Recorded February 3, 1955
Muddy Waters (vocal)
Little Walter (harmonica)
Jimmy Rogers, unknown (guitar)
Willie Dixon (bass)
Frances Clay (drums)
Originally Chess single 1596

This humorous song finds Muddy singing a sprightly melody line suspiciously similar to that on the later "Got My Mojo Working," but the originality of the lyrics makes up for the sameness of the melody. It was never on a U.S. LP until it appeared on 1982's Rolling Stone, Chess 9101.

3. My Babe – Little Walter
(Willie Dixon, Hoochie Coochie Music, adm. by Bug, BMI)
Recorded January 25,1955
Little Walter (vocal-harmonica)
Robert Lockwood, Jr., Leonard Caston (guitar),
Willie Dixon (bass)
Fred Below (drums)
band chorus (backing vocals)
Originally Checker single 811

Another Willie Dixon song, this was the second record little Walter took to #1 on the R&B charts. Among the strange musical bedfellows that eventually covered it after hearing Walter's jaunty version were Gerry and the Pacemakers, Jimmy Witherspoon, Rick Nelson, Frances Faye, Albert King and Elvis Presley.

4. You Got To Love Me – Billy Boy Arnold
(William Arnold, Prestige Music, BMI)
Recorded March 2, 1955
Billy Boy Arnold (vocal-harmonica)
Bo Diddley (guitar)
Otis Spann (piano)
James Bradford (bass)
Clifton James (drums)
Jerome Green (maracas)
Previously unreleased

Chicago native William "Billy Boy" Arnold was not quite twenty years old when he recorded "You Got To Love Me" with an all-star band around the same time as Bo Diddley's session which produced "I'm A Man" and "Bo Diddley". Arnold played harp on Bo's session, and Bo's band then backed up Arnold here. Although his singing style was still somewhat unformed, his harp playing already shows how much he was influenced by his mentor, Sonny Boy Williamson. Today, Arnold is acknowledged as one of the finest harp players on the Chicago blues scene, and he continues to pass along the music he learned from Williamson.


“My first Chess session was with Wolf, and I’m setting up the equipment. You know, the studio at 2120 was an exceptional piece of engineering. It was a room within a room, adjustable walls, state of the art microphones, and so on. So I go back into the control room and hear Wolf over the mic, and it sounded wrong, filtered, like the mic was broken. So I replace the mic with another new one, go back into the room, and it still sounds wrong. Then Willie Dixon comes in, and sings, you know, runs the song down for Wolf, and suddenly there’s all these highs and lows, a full, round sound. It was just Wolf’s voce – it sounded like he gargled with Drano.”

– Ron Malo, Chess Engineer from 1959 to 1970


5. Walking The Blues – Willie Dixon
(Willie Dixon, Arc Music Corp., BMI)
Recorded circa July, 1955
Willie Dixon (vocal-bass)
Lafayette Leake (piano)
Fred Below (drums)
Originally Checker single 822

This is a typically mellow entry from Dixon, featuring a decidedly elemental track. The song could just as easily have been titled "Talking the Blues," as Dixon takes a lightweight but fun recitative vocal rather than actually singing. There are similarities with the 1955 Champion Jack Dupree song of the same title.

6. Don’t Start Me To Talkin’ – Sonny Boy Williamson
(Sonny Boy Williamson, Arc Music Corp., BMI)
Recorded August 12, 1955
Sonny Boy Williamson (vocal-harmonica)
Otis Spann (piano)
Muddy Waters, Jimmy Rogers (guitar)
Willie Dixon (bass)
Fred Below (drums)
Originally Checker single 824

In 1955 the last of the "Big Four" artists arrived at the Chess brothers' door. Sonny Boy Williamson, whose real name was probably Alex Miller, had previously recorded for Lillian McMurry's Trumpet label in Jackson, Mississippi and was a veteran of several years' work on radio station KFFA in Helena. His laid-back vocal style was complemented by his rich, full-toned harp playing. Unlike Muddy, Wolf or Walter, Sonny Boy was a true blues poet, whose lyrics often veered away from "straight" blues into strange but wonderful imagery. His very first session for Chess produced "Don't Start Me To Talkin'," and it became his biggest R&B hit, going all the way to #3.

7. Smokestack Lightnin’ – Howlin’ Wolf
(Chester Burnett, Arc Music Corp., BMI)
Recorded January, 1956
Howlin' Wolf (vocal-harmonica)
Hosea Lee Kennard (piano)
Jody Williams, Hubert Sumlin (guitar)
Willie Dixon (bass)
Earl Phillips (drums)
Original Chess single 1618

Wolf, like Muddy, was to develop several “signature” tunes during his career, some written for him by Dixon and some his own. One of the latter was the landmark “Smokestack Lightnin’,” cut in January of 1956. The greatest problem in sorting out exact personnel on many of Wolf’s cuts has always been the uncertainty regarding who played guitar on what tracks, but here various sources give Hubert Sumlin and Willie Johnson (or Jody Williams). Another much-covered blues standard with strong Delta roots, this song would later be recorded by The Grateful Dead, George Thorogood & the Destroyers, and The Yardbirds.

8. 29 Ways – Willie Dixon
 (Willie Dixon, Hoochie Coochie Music, adm. by Bug, BMI)
Recorded July 27, 1956
Willie Dixon (vocal-bass)
Lafayette Leake (piano)
possibly Ollie Crawford (guitar)
probably Harold Ashby (tenor sax)
Fred Below or Al Duncan (drums)
Unknown (background vocals)
Originally Checker single 851

Another oft-covered Dixon original, the lightly swinging combo here creates a feeling that harks back to Dixon's Big Three Trio days, complete with an uncredited sax break.

9. Right To Love You*** - Paul Gayten & Myrtle Jones
(James Shaw, Bold Lad Music/Captain Music/Champion Music Corp., BMI)
Recorded New Orleans, Louisiana, March 20, 1956
Myrtle Jones (vocal)
Paul Gayten (leader-piano)
Waldron "Frog" Joseph (trombone)
Lee Allen (tenor sax)
Red Tyler (baritone sax)
Unknown (guitar)
Frank Fields (bass)
Frank Parker (drums)
Previously unreleased

A nephew of the legendary pianist Eurreal "Little Brother" Montgomery, Paul Gayten was an accomplished record producer, bandleader, songwriter, and A&R man who had joined the label after a string of hits on the Regal and Deluxe labels. During the Fifties he headed up Chess' New Orleans recording operations, and during the Sixties he moved to the West Coast to take charge of their short-lived Los Angeles office. He also recorded with his own band, and like Johnny Otis, he had a knack for discovering promising young female singers. Myrtle Jones, a bluesy belter, turns in a strong performance on the previously unissued "Right To Love You," cut in New Orleans with a handful of the Crescent City's best session players in attendance.

10. Ain’t Nobody’s Business – Jimmy Witherspoon
(Jimmy Witherspoon-Porter Grainger-Robert Graham Prince-Clarence Williams, MCA Music Publishing, A Division of MCA, Inc/Great Standards Music Pub. Co./Tioga Street Music, ASCAP/BMI)
Recorded August 15, 1956
Jimmy Witherspoon (vocal)
Willie Dixon (bass)
Fred Below (drums)
remainder unknown
Originally on Chess LP 93003, "Spoon So Easy"

Arkansas native Jimmy Witherspoon, a blues crooner with a background in jazz, had already had a #1 hit with a 1949 recording of this song for Supreme Records when he cut it for Chess. Lightning didn't strike twice, and the track remained unissued until its inclusion on a 1990 compilation of Spoon's Chess sides.

11. I’m Leaving You**** - Otis Spann
(writer/publisher unknown)
Recorded July, 1956
Otis Spann (vocal-piano)
Walter Horton (harmonica)
Robert Lockwood, Jr., Unknown (guitar)
Willie Dixon (bass)
Fred Below (drums)
Previously unreleased in U.S.

Spann, in addition to being Muddy Waters' greatest piano player, had a checkered career as a solo artist; he cut only four sides as leader during his lengthy association with Chess. "I'm Leaving You" was unissued at the time and first appeared on a now-deleted Japanese reissue. By the way, this is not the same song as that recorded under the same title by Howlin' Wolf two years later.

12. Break of Day**** - Howlin’ Wolf
(writer/publisher unknown)
Recorded July 19, 1956
Howlin' Wolf (vocal-harmonica)
Hosea Lee Kennard (piano)
Otis "Smokey" Smothers, Hubert Sumlin (guitar)
Willie Dixon (bass)
Earl Phillips (drums)
Previously unreleased in U.S.

For this track, Wolf did a slight personnel shuffle, adding guitarist Smokey Smothers to the lineup in place of Willie Johnson. Wolfs confident harp solo propels the lyrics, which seem to be a collection of unrelated verses strung together over a nicely riffing "Dust My Broom"- type groove.

13. Please Don’t Go*** - Floyd Dixon
(Lowell Fulson, Arc Music Corp., BMI)
Recorded August 15, 1956
Floyd Dixon (vocal-piano)
Robert Lockwood, Jr. or Luther Tucker (guitar)
Unknown (sax)
Willie Dixon (bass)
Fred Below (drums)
Previously unreleased

Floyd Dixon (born in Marshall, Texas on February 8, 1929, and no relation to Willie Dixon) is still very active today, performing and occasionally recording in his adopted home town of Los Angeles, California. "Please Don't Go" is a previously unissued track from his only Chess session. Floyd's much-lauded piano playing, if present, is inaudible, but his vocal is strong as are the good, though uncredited, sax riffs. Drummer Below really sets the tom-tom rhythm and holds it rock steady. (Note that this is a Lowell Fulson composition, not the Big Joe Williams song "Baby Please Don't Go" that was a popular hit.)

14. Keep It To Yourself – Sonny Boy Williamson
(Sonny Boy Williamson, Arc Music Corp., BMI)
Recorded August 7,1956
Sonny Boy Williamson (vocal-harmonica)
Robert Lockwood, Jr., Luther Tucker (guitar)
Willie Dixon (bass)
Fred Below (drums)
Originally Checker single 847

Under the auspices of Willie Dixon, Sonny Boy recorded his second R&B hit, the relaxed "Keep It To Yourself," at his third Chess session. Sonny Boy often recorded a pairing of one uptempo number plus a slower ballad; this particular track was coupled with "The Key To Your Door". Lockwood and Tucker trade elegant guitar licks.

15. Walking By Myself – Jimmy Rogers
(James A. Lane, Arc Music Corp., BMI)
Recorded October 29,1956
Jimmy Rogers (vocal-guitar)
Walter Horton (harmonica)
Otis Spann (piano)
Robert Lockwood, Jr. (guitar)
Willie Dixon (bass),
Fred Below (drums)
Originally Chess single 1643

This self-penned number, highlighted by Walter Horton's inspired harp solo, became Rogers' biggest R&B hit in early 1957. Another popular Chess song, "Walking By Myself" has been recorded by numerous artists including Freddy King, Johnny Winter, Canned Heat and Savoy Brown. 1992 found a version of the song by British blues-rocker Gary Moore selling well over three million copies.

16. Got My Mojo Working – Muddy Waters
(Preston Foster. Dare Music Inc., BMI)
Recorded December 1, 1956
Muddy Waters (vocals)
James Cotton (harmonica)
Otis Spann (piano)
Jimmy Rogers (guitar)
Andrew Stephenson or Willie Dixon (bass)
Francis Clay (drums)
Originally Chess single 1652

Muddy's other signature song was 1956's "Got My Mojo Working". Unfortunately, in later years after numerous lackluster cover versions, and far too many equally cliched festival performances, it has become almost a caricature of itself. To hear Muddy's powerful original recording is a strong reminder of the song's greatness. A true blues classic.

17. Fattening Frogs For Snakes (Alternate)**** - Sonny Boy Williamson
(Sonny Boy Williamson, Arc Music Corp., BMI)
Recorded February 8,1957
Sonny Boy Williamson (vocal-harmonica)
Robert Lockwood, Jr., Luther Tucker (guitar)
Willie Dixon (bass)
Fred Below (drums)
Previously unreleased in U.S.

By 1957 the Chess brothers had moved their operations to 2120 South Michigan Avenue, a legendary address later brought to the fore by The Rolling Stones when they recorded part of an album there and used the address as the title of their only studio instrumental. One of the earliest sessions in the new studio was the Sonny Boy Williamson date at which this alternate take of "Fattening Frogs For Snakes” emerged. The originally released version was Checker single 864.

18. Slow Leake*** - Lafayette Leake
(writer/publisher unknown)
Recorded December 7, 1957
Lafayette Leake (piano)
probably Odie Payne (drums)
remainder unknown
Previously unreleased

Until now, two live sides cut in Montreux in 1972 were Lafayette Leake's only known Chess recordings under his own name. Not in any discographies, the existence of this instrumental came to light during research for this set, on a tape box labeled only with the artist's name, title and recording date. On the tape, Leake addresses a remark to "Odie," probably drummer Odie Payne, during a session break; no other personnel is known. The lazy, relaxed loping of the basic rhythm track is overlaid with a fine and mellow piano solo.

19. Sitting On Top Of The World – Howlin’ Wolf
(Chester Burnett, Arc Music Corp., BMI)
Recorded December, 1957
Howlin' Wolf (vocal-harmonica)
Hosea Lee Kennard (piano)
Hubert Sumlin (gunar)
Alfred Elkins (bass)
Earl Phillips (drums)
Originally Chess single 1679

This delightful romp showcases a classic Chess blues quartet. But it's by no means a blues song, and has been recorded over the years in wildly disparate versions by Dizzy Gillespie, Doc Watson, Cream, and Ray Charles, to name a few. Wolf carries it off with his usual aplomb.

20. She Don’t Know** - J.B. Lenoir
(J.B. Lenoir, Arc Music Corp., BMI)
Recorded circa March, 1958
J.B. Lenoir (vocal·guitar)
Leonard Caston (organ)
Alex Atkins, Ernest Cotton (saxes)
Joe Montgomery (piano)
Willie Dixon (bass)
Al Garvin (drums)
unknown vocal group
Originally Checker 901.
Previously unreleased on U.S. album

Lenoir returned for another studio outing at the behest of his good friend Willie Dixon in March of 1958. For "She Don't Know," Dixon assembled a somewhat different group of players than the usual Chess standbys. Leonard Caston takes a hot organ solo, and the driving piano rocks the track right to the end. Note that, for some reason, the lyric sung is "I don't know" rather than the title given the song.

21. Your Funeral And My Trial – Sonny Boy Williamson
(Sonny Boy Williamson, Arc Music Corp., BMI)
Recorded March 27, 1958
Sonny Boy Williamson (vocal-harmonica)
Lafayette Leake (piano)
Robert Lockwood, Jr., Eugene Pierson (guitar)
Willie Dixon (bass)
Fred Below (drums)
Originally Checker single 894

On this track Sonny Boy displays his usual lyric forthrightness as he warns his girlfriend, ''I'm beggin' you baby, cut out that off the wall jive/If you don't treat me no better, it gots to be your funeral and my trial." Let's hope she took him seriously. Sonny Boy was to record a slightly different version of this song at a live show in Europe in 1963, with Memphis Slim at the keyboards.

22. Key To The Highway – Little Walter
(William Broonzy-Charles Segar, Duchess Music Corp., BMI)
Recorded circa August, 1958
Little Walter (vocal-harmonica)
Otis Spann (piano)
Muddy Waters (slide guitar)
Luther Tucker (guitar)
Willie Dixon (bass)
George Hunter (drums)
Originally Checker single 904

Although Walter continued to record for Chess until two years before his death in 1968, it's his body of classic recordings done in the Fifties, like this volatile performance of Big Bill Broonzy's "Key To The Highway," for which he is best remembered. During a radio interview Paul Butterfield once told this writer that hearing this record forever changed his perception of the relationship of the harmonica to the human voice.

23. Double Trouble (Alternate)*** - Muddy Waters
(Harriet Melka, Publisher unknown)
Recorded August, 1959
Muddy Waters (vocal)
James Cotton (harmonica)
Otis Spann (piano)
Pat Hare (guitar)
Andrew Stephenson (bass)
Willie Smith (drums)
Previously unreleased

A slightly more aggressive and hotter alternate than that issued on the album Muddy Waters Sings Big Bill, this was the song that gave the late Stevie Ray Vaughan a catchy name for his band.

24. Come On Home**** - Eddie Boyd
(writer/publisher unknown)
Recorded probably November, 1959
Eddie Boyd (vocal-piano)
remainder unknown
Previously unreleased in U.S.

"Come On Home" dates from Boyd's final session for Chess in late 1959. He would go on to record for a scattering of minor-league labels in Chicago, Memphis, Texas and Oakland before his move to Europe; his later albums include sessions for Decca, Fontana and Phillips.

25. The Goat (band track)**** - Sonny Boy Williamson
(Sonny Boy Williamson, Arc Music Corp., BMI)
Recorded January 30, 1960
Sonny Boy Williamson (harmonica)
Otis Spann (piano
Robert Lockwood, Jr., Luther Tucker (guitar);
Willie Dixon (bass)
Fred Below (drums)
Previously unreleased in U.S.

Not every recording session went according to plan. When Sonny Boy Williamson went into the studio to cut "The Goat," the vocal just wasn't happening despite countless retakes. Finally Leonard suggested, rather forcibly, that Sonny Boy just play harp, and they would add the vocals another day. This rollicking instrumental, good enough to stand on its own, was the result.

26. So Many Roads, So Many Trains – Otis Rush
(Marshall Paul, Arc Music Corp., BMI)
Recorded January, 1960
Otis Rush (vocal-guitar)
Bob Neely (tenor sax)
Lafayette Leake (piano)
Matt Murphy (guitar)
Willie Dixon (bass)
Odie Payne (drums)
Originally Chess single 1751

There's more about this track on the Disc 4 page.